Will Carl Icahn Get Buried in His Yahoo (YHOO) Position?

I guess I remain the sole optimist here. I still think this is all about gamesmanship, and that M is just waiting for Y's stock price to recede back to $20/share so their original offer looks great by way of contrast. I'm not sure M likes Mr. Icahn being involved unless it causes Y to sell. The problem for M is that Mr. Icahn's involvement seems to have to put a new bottom in Y's stock price.

You should add one additional thing that has changed since February: Yahoo's market share has continued to drop and it has lost more key employees. Every day that passes $33 looks less and less realistic.

Maybe he'd fold under the circumstances you suggest, if his calls expired in, say, Jan 09, but instead he's got lots of time until Nov 5, 2010 to try to squeeze 28+ (my guess for his minimum target) out of Yahoo stock before deciding whether to cash out or ride the overall NPV curve to deal closure, both from regulatory probability and time value of money considerations. That's approximately 10 or 11 quarterly reports from now! The Internet picture might change dramatically during that amount of time. Nobody knows.

In general I suppose Icahn's margin carrying costs related to the options are the costs of the options (just under $6) rather than whatever the stock might be at the time of a deal announcement (27?.. 28? -- for a deal at 33?... 34?), so even his own NPV calculation would be different from that of a long buyer of the stock... whether they'd financed or paid in cash is still a fact that must ultimately bear the NPV calculation.

In my personal opinion, a cooperative deal between Yahoo and MSFT that doesn't involve a total merger might (I said "might") subsequently allow analysts to discount a higher future value into Nov 2010 than an outright merger might. It would depend on the deal struck, and with whomever Yahoo struck it.

All stockholders are virtual observers of some NPV calculation. To think otherwise would be to believe in truly free money... or the myth of the perpetual machine. Selling out requires the same objective examination of probabilities.

One can always hope.

Let's look at those statements one at a time:
* Microsoft has lost interest in the deal -
MSFT would like everyone to believe that. But remember that they also keep saying that all options are on the table and they reserve a right to go for a full acquisition of YHOO at a future date. The way its stock has been trading lately, seems like nobody except for Henry believes that MSFT has really lost interest. If MSFT had really lost interest, they would come out with a categorical statement that they are no longer interested in any kind of deal with YHOO and that would support its stock.

* The online display ad environment has deteriorated significantly - This is all the more reason for MSFT to salvage whatever is left of the search market. Only way they can do it is to acquire YHOO.

* Microsoft's stock price has dropped 10% - Well considering its precarious position in its bread and butter markets (office / OS) which would soon go the way of dodo or dinosaur (pick your metaphor), and lack of traction in new emerging markets like online, music, mobile, gaming etc, MSFT doesn't have much of a choice. It can go down without a fight dishonorably or try to fight it out and go down honorably. This is the decision that Ballmer and Gates have to make. I think they will hesitate and when all is said and done will decide to put up a fight. If they end up buying YHOO, MSFT stock will go down because of the high price paid and if they don't buy YHOO, it will still go down because the stock-holders would want to jump out of a shrinking enterprise. Icahn is definitely betting on MSFT's weak hand here.

My yesterday's comment on Icahn's thought process is at:
http://googyhoo.blogspot.com/2008/06/what-icahn-really-wants.html
I think Icahn will come out a winner in this. He will probably get 1 or 2 seats on the board. At that point he will make the YHOO stock acquistion more expensive than the $33 MSFT was offering or if MSFT dithers, put the "goog-deal" gun to its head, which would be the worst nightmare coming true for MSFT.

Everyday that MSFT stock drops, Yang's decision to reject MSFT's low-ball stock swap deal, looks that much smarter. I believe the pundits give lot more credit to Ballmer compared to Yang. But the stock market has showed who the winner is and who the loser is in this saga.

@Rav

Jerry?....is that you Jerry?

Don't tell me that you've resorted to fishing around in blogs trying to take some dirt of your good name and character.

Get it together, you have a company to run.

Leave Henry alone.

@rav: you either hold a large number of yahoo shares or work there. lol.

@rav

I want you on my softball team!! When we're down 10 runs in the bottom of the ninth, you'll have my guys believing we have them right where we want them!

Don't worry if you can't hit to save your life, we always need cheerleaders on the bench.

Excellent analysis!

Since when has any fixed price for anything survived time pressures? The economy is crumbling rapidly and it's taking almost every sector down with it.

Yahoo's value is shrinking; Yahoo is worth less to Microsoft. Microsoft's value is shrinking; Microsoft has less value in its stock to use to pay for the 50/50 cash stock deal.

Don't fight the river.

Yesterday you pointed at the fact that the destructive retention plan would go into effect on a board change. So the stock takes a dive the company goes into play and the management by your own word puts a destructive retention plan in place. Read management entrenchment. Slam dunk.

Your arguments to date, although you put more generous numbers today, have been 1. Microsoft will pick up the pieces in the low twenties and 2. (you reiterated yesterday in tech ticker) Icahn and his buddies are about to unload all thier positions making the stock tank.

So why are you long then?!?! Those are sell recommendations in my eyes.

The other big shareholders are quite because they don't get into the politics of these things.

Chances are he won't get buried in anything, you can't be a "corporate raider" worth your salt if you don't have both an "exit" and a "stop loss," plans in place.

He'll be well-flat, long before his last gesture on the virtues of a Yahoo/Microsoft deal is consumed. Even if he takes a loss it would have been a "calculated risk."

Henry - It's more obvious every day that you have jumped on the Yang bandwagon. So, how much does Tech Ticker receive from Yahoo anyway? It's no coincidence that you have changed your attitude and reporting since your meeting with Yahoo executives.

Yang has no plan for this company. He has no plan for shareholder value. There is NO pending deal with either Google or Microsoft. IMO - Carl Icahn has better 'intent' than the current Yahoo board. He at least has good intentions, which is much more than I can say with the current Yahoo board. More than anything, I would like to see Jerry Yang step down as CEO, and/or replaced. If Carl has the capability to do this - then shareholders will be much better off.

@The illusionist:

So Carl is too smart to screw up and if he does it's just the inherent risk in the venture.

According to you, he's smart whether he makes money or loses money.

Look dude, if Carl blows this bluff, he's a loser.

@Fernando Alvarez:

You're long and wrong.

What makes you think Henry is long on Yahoo?

If you were paying attention to all the analysis on this site over the last two weeks, then you would be smart to sell Yahoo now before it fades away.

@usbworks, I'm not a fan of Carl but he survived thus far so love him or hate him we all have to assume that he knows a thing or two about manipulating a position, taking a profit or taking a loss!

This is not rocket sience it's a game that people play, every day.

@usbworks

'Sorry, Carl Icahn, We're Not Voting For Your Yahoo (YHOO) Director Slate'

That's the headline.....

'We are Yahoo (YHOO) shareholders. Which means we've got a vote coming up.'

That's the first sentence in the story on this site. What do you mean I'm not paying attention. There's more here than meets the eye. At first I thought Henry really felt that way now I'm doubting it.

BTW, you didn't mention anything about the contradictions in the analysis that I've pointed out. ei. he now calls it a 'destuctive retention plan'.

And finally, take advantage of the propaganda out there and cover your shorts now!

Henry - who is the "we" you are talking about - have you declared full disclosure on this site? Do you have any positions or derivatives relating to a YHOO put. Irrespective of Icahn, Many of the big decisions Jerry Yang and his hand picked Board were destructive to the Value of the Brand. People who continue to lose, in the previous past - but can claim a Big Win 10 years ago - are "now" losers.
Jerry Yang is a loser now. The board is an embarrassment - none of them will ever get a board spot in the future. Who should lead this company forward - Maybe (I said Maybe) not Ichan, but definitely not Yang and his board. Back to you Henry,
Full Disclosure -

@xfactor, @LFerguson, @jon

I don't understand your comments primarily indicating that I'm cheerleading YHOO. I think MSFT is clearly the loser here, which is the gist of my comment, which you seem to have missed. Its stock is down from ~$33 to about ~$27 since they announced the deal. YHOO stock is up from $19 prior to deal announcement to about $26 today. Also it was close to ~$30 in the interim. So those holding YHOO stock had plenty of opportunity to sell close to ~$30, which is better than any offer that MSFT made in the interim. Of course, this is taking into account the delay in regulatory approval etc. For argument's sake, if we assume that Yang had accepted a 50% cash / 50% stock deal from MSFT at $33. The stock still would have traded close to $30 or could have be even lower if MSFT stock crashed even more due do dilution. And its not clear if Ballmer would have offered that deal, since he didn't specify the cash/stock split when he offered $33. So Yang did well to reject the deal without any valuation guarantees from MSFT.

@The illusionist

I agree that its a "calculated risk" that Icahn is taking. He has long term option positions (nov 2010) and he can afford to wait. If anyone believes that he wouldn't want to wait and would be out soon, why would he buy long-term options? He indicated on CNBC that he is prepared to wait even 6 months if required.

I think he believes that the downside in YHOO is limited due to two factors
1. MSFT desperately needs to do something about its rapidly dwindling search share. Its cash cows are soon going to be eaten by GOOG, AAPL, ADBE etc. The only move that MSFT has is to buy YHOO, to get the scale to compete with GOOG. Even Ballmer said that in this "walk" letter. And I'm using "compete" in a loose sense, because GOOG is like a freight train running at top-speed.
2. GOOG won't let MSFT acquire YHOO for cheap. If you look at the events so far, anytime MSFT got close to buying YHOO for its bid price, "persons close to the situation" come out of the closet and talk about an imminent search outsourcing deal between GOOG and YHOO.

If the deal happens, it won't be based on how much MSFT can afford to pay without tanking its stock, but it will be based on how desperate MSFT is to have some semblance of competition with GOOG. This is really bad news for MSFT stock, some of which is already reflected. If Yang wins the proxy fight, there is nothing that would force him to negotiate in MSFT' favor. So the price-tag would go up and not down as most of the pundits expect.

Based on my reasoning, I believe that GOOG will do well, MSFT will keep going down and YHOO will remain neutral until the proxy fight, relative to the market. In the proxy fight I believe that Yang will win with 1-2 seats conceded to Icahn. If YHOO stock tanks to $21-23 range at that point, it would be a good time to buy YHOO, just as it was after MSFT walked. But its unlikely in my opinion.

Yahoo going down! Next stop $25.

This should make it a lot more interesting, if it really happens

http://www.techcrunch.com/2008/06/12/googleyahoo-announcement-at-130-this-afternoon/

Yahoo is worth less than $20. Microsoft finally figured it out and got out. I doubt if Cral Icahn actually owns any shares at this point. He's just hanging on to his options for the upside.

@rav

"I think MSFT is clearly the loser here".

You may want to believe that, and clearly you invested with that in mind, but every day YHOO goes down the price tag goes lower if MSFT decides to revisit a buyout.

The real losers here are those that bought YHOO smugly expecting a "desperate" MSFT to make them rich.

Ask yourself: Who buys a house on fire?

Ask yourself: Who is desperate now?

@xfactor

Remember, numbers don't lie, people do.
http://finance.yahoo.com/echarts?s=MSFT#chart9:symbol=msft;range=20080131,20080611;compare=yhoo+goog;indicator=volume;charttype=candlestick;crosshair=on;ohlcvalues=0;logscale=on;source=undefined

@joeblow/Rav/Henry, I do not believe that his position would be based on Options at all!!

Assuming that he claims to be and not to be a stickler to details or anything but there are no "November 2010" options on Yahoo!!! There are January 2010's and after doing a rough calculation on all the January 2010 calls and assuming that Carl owns all of the Open interest in those calls, his total outlay is just $21,228,310!

If that's the bulk of his holdings then it's an absolute "joke" of a position. Of course he could have an Over The Counter Option that was written by some other firm, however the biggest fallacy in this whole argument is owning an option does not make you a shareholder until they are exercised!!!!

@The illusionist

The details of Icahn's holding are in the:
http://www.sec.gov/Archives/edgar/data/921669/000092847508000191/0000928475-08-000191.txt

Of course it may have changed by now.

There's the market opinion for you of a google deal. Henry your shares are doing great right now. YHOO put a destructive retention plan and made a deal with google so that management can stay in charge. Screw the shareholders. Your shares are doing great Henry!

@Rav, thanks for clarifying that, I had not seen the filing before. So effectively he is saying I have access to an extra 49 million shares if I need them in the proxy vote.

Beyond the synthetic access to those extra shares he's taking a chance on Yahoo not being under $19.50 come November 2010 and meanwhile he can turn a profit on those calls at anything over $25.30 between now and then.

Thanks for the link.

The illusionist,

As you should know by now, they're privately negotiated options in which Merrill Lynch International has written Icahn the calls to expire on Nov 5, 2010 at a strike of 19.50. Too, he's written corresponding puts back to them with the same maturity and strike, for Merrill's protection.

He filed that his average cost is about 5.81 (less one penny for the put premium he was paid), so, without regard to transaction costs or margin costs, he's net profitable at anything over about 25.30 (19.50 plus 5.80). The sooner he could realize a gain, the higher the net annualized yield to him at any fixed price he were to decide to cash out the options. He has the right to settle in cash and Merrill would then be free to continue to hold the shares or sell them off to hedge their risks.

These are not options that trade in uniform contract terms on listed exchanges.

Merrill has agreed to give Icahn voting control of optioned shares on the call side, but not if the corresponding shares were to be put to Icahn under 19.50.

You see, Merrill is sort of holding the bet for Icahn, like the chips at a poker game... but his written puts also help keep them from being left holding the bag.

Does anyone think Carl Icahn does not have a back up plan? Carl went into YHOO with five ways to get out with a profit. Get real.

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640-802 Will Carl Icahn Get Buried in His Yahoo (YHOO) Position? Ingrate. You said it. I didn't.

I was this close. I'll do whatever you want.But just don't bother me anymore.Stop picking on me. 640-802 / 9L0-509 / 642-552 / 650-251 / 642-445

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